Document GK9YNEyXEYjdZRdyJ65M0vp4Y

EXHIBIT NO. ^ BJH y/z-y/gy SC-IITIC-4210 r-2 CO 0-2 0 4 15 , r:t jUlr.OC m.. 3^f" ^ ;'. ----- ARTICLES OF MERGER i 3^339' net ..3C.S. f DEEBS OF ' . sccrr ccuiity. iov.-^oWA Illinois taylor insulation contracting inc. iP30 Jli ^ t|9 sic5TARY OF STATE OF THE STATE OF IOWA: 8 <m/> ro VO 13~ ** >cnj Kff 2 3 o CP 8 Pursuant to the Section 1105 ofthe Iowa Business Corporation Act, the undersigned corporation adopts the following Articles of Merger. 1. THIS AGREEMENT AND PLAN OF MERGER is made and entered into on this 27th day ofJune, 2000 by and between Jowa-Hlinois Thermal Insulation Contracting Inc. (`inn, a corporation organized and existing under the laws ofthe State ofIowa (UTI being hereinafter sometimes referred to as the "Merging Corporation"), and Taylor Tnsulation Co. ("TCI"), a corporation organized and existing under the laws of the State ofIowa (TCI being hereafter sometimes referred to as the "Surviving Corporation"). Said corporations being hereafter sometimes referred to collectively as the "Constituent Corporations"; WHEREAS the Board ofDirectors and shareholders ofeach ofthe Constituent Corporations deem it advisable and in the best interests ofdie Constituent Corporations that HIT be merged with and into TCI with TCI being the Surviving Corporation under and pursuant to the laws ofthe State ofIowa and on the terms and conditions set forth herein; NOW, THEREFORE, the parties hereto agree as follows: I. MERGER 1.1 ITT! shall be merged with and into TCI in accordance with the laws of the State of Iowa. The separate corporate existence ofUTI shall thereby cease and TCI shall be the Surviving Corporation. 1.2 The name ofthe Surviving Corporation is to have after the merger h be "Iowa Illinois Taylor Insulation Contracting Inc." 1.3 At foe Effective Date (as defined in Section 2.1 below) the separate existence of foe Merging Corporation shall cease except as herein otherwise specifically set forth. From and after the Effective Date the Surviving Corporation shall possess all the rights, privileges, immunities and franchises to the extent consistent with the Articles ofIncorporation offoe Constituent Corporations. All of the rights, privileges, powers and franchises ofthe Merging Corporation of a public, as well as a private nature, and all of foe assets, inclusive ofi but not limited to, all property real, personal or mixed offoe Merging Corporation and all the debts due on whatever account to it, including all cboses in action and all and every other interest ofor belonging to it, shall be taken by and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and all ofsuch property rights, privileges, immunities and franchises of a public as well as a private nature, and all and every other interest of foe C:'wpWl*y>arJ<WftiUmnerg\ Page 1 onvi.3 Merging Corporation shall be thereafter as effectually property of the Surviving Corporation as they were ofthe Merging Corporation. 1.4 From and after the Effective Date the Surviving Corporation shall be subject to all the duties and liabilities of a corporation organized under the Iowa Business Corporation Act and shall be liable and responsible for all of the liabilities and obligations ofthe Constituent Corporations. The rights of the creditors of the Constituent Corporations, or of any person dealing with such corporations, or any liens upon the property of such corporations, shall not be impaired by this merger, and any claim existing or action or proceeding pending by or against either of such corporations may be prosecuted to judgment as if this merger had not taken place, or the Surviving Corporation may be proceeded against or substituted iu place ofthe Merging Corporation. Except as otherwise specifically provided to the contrary herein, the identity, existence, purposes, powers, franchises, rights, immunities and liabilities ofthe Surviving Corporation shall continue unaffected and unimpaired by the merger. E XERMS.AMPgONPrnQNS OF THE-MERQE& The terms and conditions ofthe merger shall be as follows: 2.1 The merger shall become effective at 6:05 pun. GDT on June 30,2000 pursuant to Section 490.1105 ofthe Iowa Business Corporation Act The time and date of such effectiveness is referred to in this Agreement as the "Effective Date." 22 Prior to the Effective Date Constituent Corporations shall take all such action as shall be necessary or appropriate in order to effect the merger. If at any time after the Effective Date the Surviving Corporation shall determine that any further conveyance, assignment or other documents or any forther action is necessary or desirable is order to vest in, or confirm to, the Surviving Corporation full title to all ofthe property, assets, rights, privileges and franchises of the Constituent Corporations, or either ofthem, the officers and directors ofthe Constituent Corporations shall execute and deliver all such instruments and take all such further actions as the Surviving Corporation may determine to be necessary or desirable in order to vest in and confirm to the Surviving Corporation title to and possession of all ofsuch property, assets, rights, privileges, immunities and franchises, and otherwise to carry out the purposes of this Agreement and Plan. QL CHARTER AND BYLAWS: DIRECTORS AND OFFICERS. 3.1 The Articles ofIncorporation ofTCI as in effect prior to the Effective Date shall, after the merger, continue to be the Articles ofIncorporation ofthe Surviving Corporation with foe following changes which shall be effected by the merger: L The name of the corporation is amended and shall hereafter be `Iowa Illinois Taylor Insulation Contracting Inc." Page 2 00714 3.2 The Bylaws of TCI as in effect immediately prior to the Effective Date shall, after the merger, continue to be the Bylaws of the Surviving Corporation until duly amended in accordance with law and no change to such Bylaws shall be effected by the merger. 3.3 The persons who shall be the directors and officers and who have been duly elected by the shareholders and/or the Board ofDirectors to become or to continue to be directors and officers of the Surviving Corporation until their successors have been duly elected and qualified in accordance with the laws ofthe State ofIowa under the Articles of Incorporation and the Bylaws of the Surviving Corporation are: Pimtgff Robert L. Inghram Michael Valant Officers Robert L. Inghram President Michael Valant - Vice President Lori Mizlo - Secretary Mary Buczek - Treasurer ' IV. ASSET TRANSBR IN EXCHANGE OF SHARES. 4.1 The Surviving Corporation presently has issued and outstanding seventy eight point six six seven (78.667) shares ofthe common voting stock outstanding vested in a single individual shareholder. 4.2 The Merging Corporation presently has issued and outstanding Ten (10) shares of its common voting stock standing in the name ofMidwest Thermal Insulations Incorporated. 43 At the Effective Date Midwest Thermal Insulation Incorporated shall retain the certificate/s) representing 10 shares ofcommon voting stock issued and outstanding in QTT; provided, however, that such certificate^) shall be exchanged for a certificate representing an equal number of shares in the Surviving Corporation. Midwest Thermal Insulation Incorporated shall immediately and simultaneously therewith issue 1,000,000 shares ofits common voting stock to the sole individual shareholder ofTCI and the certificate representing all ofthe shares of TCI issued and outstanding shall thereupon be delivered to the Surviving Corporation for cancellation. V. MISCELLANEOUS. S. 1 Notwithstanding anything herein to the contrary, the Board ofDirectors of either of the Constituent Corporations may, in its sole and complete discretion and at any time prior to the filing with the Secretary of State ofthe State oflowa, the necessary Articles ofMerger giving effect to the merger, by resolution duly adopted, abandon the merger if it shall deem such actios necessary, desirable or in the best interests ofthe respective Constituent Corporations. In the event of such determination and the abandonment ofthis Agreement and Plan pursuant to the Page 3 (/OV1.5 I provisions of this paragraph 5.1, the same shall become null and void and shall have no further effect. Such termination shall not give rise to any liability on the part of either ofthe Constituent Corporations or its directors, officers or shareholders in respect to this Agreement and Plan. 52 This merger anticipates that prior to the Effective Date hereof that GPK1 Inc., an Iowa corporation (which is the corporate parent of Midwest Thermal Insulations Incorporated) - shall have been merged into Midwest Thermal Insulation Incorporated thereby constituting it the parent corporation and that the merger heroin contemplated whereby DTI is merged into TCI shall be accomplished within a period ofno longer than three (3) days from and after the effective time ofthe merger of OPKI Inc. into Midwest Thermal Insulation Incorporated. Ifand in the event the merger ofGPKJ Inc. into Midwest Thermal Insulation Incorporated is not fully and fully effected prior to the Effective Date ofdie merger contemplated hereunder, the this merger shall be null and void ab initio and all participants returned to status quo ante. 5.3 This Agreement and Plan embodies the entire agreement between the parties hereto and there are no agreements, understandings, restrictions or warranties between the parties hereto other than those set forth herein and provided for herein. IN WITNESS WHEREOF this Agreement and Plan have been signed and authorized by the duly authorized officers of the Constituent Corporations pursuant to the authorization of the Board of Directors Sad the shareholders of such corporations, all as of the day and yet first above written. 2. The designation, number ofoutstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation is as follows: ' Iowa-Illinois Thermal Insulation Contracting. Inc. DESIGNATION OF GROUP SHARES OUTSTANDING VOTES ENTITLED TO BE CAST ON THE PLAN Common 10 10 The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan is as followa: VOTING GROUP VOTES FOR VOTES AGAINST Common 10 None The total number of undisputed votes cast for the plan by each voting group was: N/A C-twp^taylor. 1 WailjnmcigV Page 4 OfWUi A Taylor Insulation Co. DESIGNATION OF GROUP SHARES OUTSTANDING VOTBSENTJTLED TO BE CAST ON THEPLAN Common 78.667 78.667 The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan is as follows: VOTING GROUP VOTES FOR VOTES AGAINST Common 78.667 -0- The total number of undisputed votes cast for the plan by each voting group was: N/A 3. The Articles ofIncorporation are amended only to the extent that the name ofthe corporation from and after the effective date ofthe merger is IOWA ILLINOIS TAYLOR INSULATION CONTRACTING INC. IOWA ILLINOIS TAYLOR INSULATION CONTRACTING INC. By:j3^=^ Robert 1^) XInngghl rara, President C:\wp9\aylcr.J WtllAnmerlV Page 5 0W1 i-, r FILED IOWA SECRETARY OF STATE lp-3_c\-dc) W24345J I f Home I Site Map | Cortact U Search Home -- Business Scrvlcrs - Searrft IA Coras - Summary Business Services Business Services Search Databases Online Filing Adrlresses Apents Filings Names OffIrens Stoclc Summary * Search Aealn Corporation Summary Voter/ Elections Notaries Students/ Youth Press/Media Publications About the Office Useful Links Contact Us Searched taylor insulation co . Legal Name IOWA ILLINOIS TAYLOR INSULATION .CONTRACTING INC : PERPETUAL Expiration Date 1 'Apr 09, 1963 Effective Date I Apr 09, 1963 Filing Date Chapter CODE 490 DOMESTIC PROFIT Legal Type State of Inc. IA Active Status CorpNo. 39891 ! | Modified | No ! i i 1 i i Names (viewing 2 of 2) Type Status Modified Name Legal Active No IOWA ILLINOIS TAYLOR INSULATION CONTRACTING INC Legal inactive No TAYLOR INSULATION CO. Registered Agent or Reserving Party Full Name R. RICHARD BITTNER Address 201 W SECOND ST City, ST, Zip DAVENPORT, IA, 52801 Home Office Full Name Address 3205 W. 76TH STREET . City, ST, Zip DAVENPORT, IA, 52806-100 Home | Sat&oflPwa I Site Mao | Contact Us a n__ Home | Sice Hap I Condct Us Search Home -* Services -> Search 1^ pores - Filings Business Services Business Services * AriilmnM Apents Filinas Names - Officers Search Databases Corporation Filings Online Filing Voter/Elections Searched taylor insulation co Stock * summary Search Again Students/Youth Press/Media Publications About the Office IOWA ILLINOIS TAYLOR INSULATION CONTRACTING INC - Corp No. 39891 Certification No . Page s Filing Date Filing Time* Type 000023637 2 Apr 09, 1963 ARTICLES OF INCORPORATION 000002864 1 Mar 19, 1968 9:22:00 AM REGISTERED OFFICE/AGENT CHANGE Useful Links Contact Us 000006150 000032794 1 Feb 08, 1974 1 Feb 09, 1979 9:23:00 AM 9:23:00 AM REGISTERED OFFICE/AGENT CHANGE REGISTERED OFFICE/AGENT CHANGE 000106816 4 Nov 26, 1979 9:25:00 AM RESTATED ARTICLES OF INCORP. QQF07Q99Q 1 Apr 06, 1987 REGISTERED OFFICE CHANGE 00C104322 4 Sep 30, 1988 11:09:00 AM ARTICLES OF AMENDMENT 0OZO86494 0 Dec 31, 1989 MISCELLANEOUS FILING A92042002 2 Apr 01, 1992 ANNUAL REPORT FILED A9394B32S 2 Apr 07, 1993 10:57:00 AM ANNUAL REPORT FILED A94052310 1 Mar 31, 1994 4:30.00 PM ANNUAL REPORT FILED A95089142 2 Feb 13, 1995 4:30:00 PM ANNUAL REPORT FILED A96214111 3 Apr 12, 1996 4:30:00 PM ANNUAL REPORT FILED A97263.231 1 Feb 14, 1997 4:30:00 PM ANNUAL REPORT FILED ^963.462Z9 1 -eb 16, 1998 1:30:00 PM JIENNIAL REPORT FILED t<100039891 1 :eb 14, '000 1:30:00 PM EJIENNIAL REPORT FILED A/00243451 .> J. un 29, .000 c ' ):08:00 AM AIRTTCLES OF MERGER iVQ2.Q32S21 f'eb 14, 5 nn? 1 1:09:00 iM D B IENNIAL REPORT FILED *04032831 Feb 27, 2004 rv.. _ n 3:32:00 PM BIENNIAL REPORT FILED Home I state of Iowa j site-Mu I Contact Lis CHESTER J. CULVER Secretary of State State of Iowa IOWA 2004 BIENNIAL REPORT for an IOWA CORPORATION Required by Iowa Code Chapter 490 CHESTER J. CULVER Secretary of State FILED Date: 2/27/2004 15:32 Corporation No.: 39891 Certification No.: A04039891 IOWA ILLINOIS TAYLOR INSULATION CONTRACTING INC R. RICHARD BITTNER 201 W SECOND ST DAVENPORT, IA 52801 The corporation has: [ ] No officers [ ] No directors Officer(s) [ ] Pres [X] Sec { J Treas [ J Dir Name MARY E. BUCZEK Addreu 1422 WEST 9TH STREET Address City DAVENPORT State IA Zip 52804 [X] Pres I J Sec [] Treas [X] Dir Name ROBERT L. INGHRAM Address 3740 WEST 60TH STREET Address Country USA City DAVENPORT State IA Zip Country 52806-700 USA [)Pres I J See f } Treat [X) Dir Name VALANT, MICHAEL Address 1700 MACKENZIE DRIVE Address City CEDAR RAPfDS state IA Zip 52411 [ ] Pres l ) Sec (X) Tress [ ) Dir Name WADE E. VERBRUGGE Address 1208 WEST MAPLE STREET Address Country USA City ELDRIDGE State IA Zip Country 52748 U5A 4. Address cf the Principal Office of the Corporation j Address . ' 3205 W. 76TH STREET Address City State DAVENPORT_______ IA Zip Country 52806-100 USA___________________________ 5. Does the corporation hold an interest In agricultural land in Iowa? No 6. Is the corporation a 'family farm corporation?* No 7. Signed: MARY E BUCZEK Capacity: SECRETARY File Number 1655-925-3 To all to Lohom these Presents Shall Come, Greeting: I, Jesse White, Secretary ofState ofthe State ofIllinois, do hereby certify that lam the keeper ofthe records ofthe Department of Business Services. I certify that ATTACHED HERETO IS A TRUE AND CORRECT COPY, CONSISTING OF 12 PAGE(S), AS TAKEN FROM THE ORIGINAL ON FILE IN THIS OFFICE FOR IOWA ILLINOIS TAYLOR INSULATION CONTRACTING INC.. In Testimony Whereof 1 hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, this 13TH day of APRIL AD. 2009 . Authentication M 0910301843 Authenticate at: hup:/'www.cyterdnveiHjnois.com SECRETARY OF STATE Mi! TAYLOR IHSULATION CO. Iowa " The Business Corporation Act " d&, S$^z)< J9SS. JT&w cTfterefore.^Charles F Carpentier. jo/obeba^scoytola/umt l$n Sbrsfinumqg JffllfcmiiE ^y^te^M^/?n^^a/n^/a^ie^/caxi^^o '(SEAL) /a(a^/o^.??XAfi/fi?-Jz2L./aM<d ^2**L_ Z&^i&s^urtitfa^/andL-Blthm _______________ s. CRtYARY or STATE Form J (PILB IN DUPUCATB) * Date Paid i ~7" 6 -i License Pee I ' Franchise Tax $ /A ^ ^ Piling Pee t~X> &"*> Penalty __ <------- ----------------- Clerk 7 ^ ^ APPLICATION FOR CERTIFICATE OF AUTHORITY OF FOREIGN CORPORATION --Rocfc Island,--I H-inoi-o-- Wa_y JLQ________________________ 1963___ First--The above corporation was duly incorporated under the laws of the State n1 Iowa_____ _ on the9th ___________________________ day o_APr*l , ^ ______________ _ A.D. 19.^.? for a term oL kxm. perpetual. Second--The location of the principal office as designated in the charter is__ 3421 West IB Street The locations of its principal places of business are---______________ Davenport, Iowa^ 3421 WeBt 18 Street, Davenport, Iowa 1183 29 Third--The address of the proposed registered office in the State of Illinois will be located at 122 niMvelami Rlrig.street in the city of . .Rock la land, Illinoia(----- --------- ) Zone Illinois, and the name of its proposed registered agent In this State at such address is-- ___ ___________________________ Roy W- VanDer Kamp____________________________ Fourth--The corporation is transacting business and qualified under the foreign oorporati lowing states and countries other than Illinois: Fifth--The names of its officers and directors and their addresses are as follows: ----------------- NAME City and State Street and No. tww Thomas N. Taylor Davenport. Iowa 3241 West 18 Street o--^ Dorothy M. Taylor Davenport, Iowa 3241 West 18 Street Thomas N. Taylor Dorothy M. Taylor Davenport. Iowa Davenport, Iowa 3241 West 18 Street 3241 Est 18 Street Dirwtnr Pipntnr pirwtnr Director _ , ' . .. ... ;* Sixth--The purpose or purposes for which it was organized which it proposes to pursue in the transaction of business in this State are: To buy and 'sell merchandise of every kind and nature and |tb purchase and install insulation ' and allied products of every kind and nature. . " ' -- "' , I I 1 ! I i i Seventh--The number of shares which it has authority t6 Issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, is: Class Series (if any) Number of Shares Par value per than or itsterncut that shares are without par value Common None 500 $100 Eighth--The number of its Issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class, is: Class " Series (if any) Number at Shares Par value per share or statement that shares are without per value Common None 80 $100 (Non: "Issued" shares, as used above, include (1) "outstanding" shares, and (2) all shares which have been issued and repurchased or redeemed by the corporation, but not ranmllnd of record in the home State.) , \, v v .. ' *v N-- Ninth--THe'ampunt of stated capital and the amount of paid in surplus of the corporation as defined by "The Business Corporation-Act" of Illinois, is: ~ : \(Note: If no Bald In Surplus, Insert "None") Stated Capital Paid in Surplus S 8.1.000. None V ^ >T'v Total t 8.000 v*Tenth-TGive'an estimate of the total value of all the property of the corporation for the following year ' t 8,000 Eleventh--Give an estimate of the total value of all the property of the corporation for the following year that will be located in Illinois $ ^ i OOP------------------------- Twelfth--State the estimated total business of the corporation to be transacted by it everywhere for the fol lowing year > 5Q < --------------------- - Thirteenth--State the estimated annual business of the corporation to be transacted by it at or from places of business in the State of Illinois $10, HOG---------------------- Fourteenth-- INTERROGATORIES: (a) Is the corporation actually transacting'business-at the present time in the State where it was______ . organized? yes (b) From what office will the affairs of the corporation be managed? Davenport s'%) .Toi-what office or offices will all contracts with the corporation be forwarded for final acceptance? Davenpo: / ..... ' /(d) At what.office or offices will the directors and stockholders meeting be held? Davenport w- (e) The number of shares of all classes owned by residents oTIllinois is: - None - ' \ (0 -The number of shares of all classes owned by non-residents of Illinois, is: . 80 (g) Is the*corporation transacting business in this State at this time? None (h) If your answer is in the affirmative, state the exact date on which it commenced to transact business in Illinois: PROPERTY ae used in this application shall apply to all property of the corporation, real, personal, tangible, intangible, or mixed without qualification. IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by itsPresident attested by itsSecretary, 10th I,____ George W*______________________________________________ a Notary Public, do hereby certify that on theJLQtfhday ofMay_______________ A.D. t<?63 , personally appeared before meThomas N. Tavlor_________________________ who declares he isPresident of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the fore going document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before writtenv v& ( ^Notary Public i I ^BCA-5.10 NFP-105.10 (Rev. Jan. 1991) STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR RE(|*6f^qiQFFICE rlLtU Secretary of Slate Department of Business Services Springfield, 11 62756 Telephone (217) 782-6961 Remitpayment in check or money order, payable to 'Secretary ofState.' MM 15 2000 1 rnRPDRATE NAME-'X jo^^tor Cd* ts r.f Hw-izr- SUBMIT IN OUPUCA TE Thij epaee tee itae by Secteterf ol Suu Oate f Jj <!000 Filing Fee -S 5 Approved: 2 STATE OR COUNTRY OF INCORPORATION: ____ ' 3. Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (Before Change): Registered Agent. PAMELA M. First Name Middle Name N\ 3725 Blackhavk Road Registered Office. Numb* Rock Island Street 61201 ANDERSON Last Nam* Suite No. (A P.O. Box elone not acceptable) pock Island City Zip Code County Name and address of the registered agent and registered office shall be (AfterAll Changes Herein Reported) Registered Agent. Registered Office. DEB ... ____________ A._______________ RUNNELS First Name Middle Name Last Name 1600 4th Avenue, Suite 200. P.O. Box 3700_________ Number Rock Island Street 61201 Suite No. (A P.O. Box alone if not accceetptablar~~ Rock IslandrfCfly' City Zip Code County ' The address of the registered office and the address of the business office of the registered agent, as changed, will be identical. 6. The above change was authorized by: ("X" one box only) a. By resolution duly adopted by the board of directors. (Note 5) b. J3 By action of the registered agent. (Note 6) NOTE: When the registered agent changes, the signatures of both President and Secretary are required. 7. (If authorized by the board of directors, sign here. See Note 5) The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. Dated 130 ta. ?noa Tavlor Insulation Ccnoanv______ f&uct Name of Corpoteljgn) attested by _ i- ({Signature of Secretary 'db^rA'Asssiastant Secreettaarryy.) Gary VJhite. Secretary-----------------(Type or Print Name and Tote) by --------- Ci (Signature of Qgkident or Vice President) Gary Whit-fi. ^rps-idp.nt:_________________ (Type or Print Name and Tide) (If change of registered office by registered agent, sign here. See Note 6) The undersigned, under penalties of perjury, affirms that the facts stated herein are true. Dated W.2000 (Signature of Peoistered Aoem nl Omm~n I I NOTES . 1. The registered office may, but need not be the same as the principal office of the corporation. However, registered office and the office address of the registered agent must be the same. 2. The registered office must include a street or road address, a post office box number alone is not accepts! 3. A corporation cannot act as its own registered agent. r ... ; -- - -- s4~ "Ifthereglstered'office'ischarigjRlfrbrConftdun^o^oU^rTfiiwilRe'^rporitionmustfilewithlherecor of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statem of change of registered office. Such certified copies may be obtained ONLY from the Secretary of Stat< 5. ... Any changeof registered agent must be by resolution adopted by the board of directors. This statement m ' then be signed by the President (or vice-president) and by the Secretary (or an assistant secretary). 6. The registered agent may report a change of the registered office of the corporation for which he or sh registered agent. When the agent reports such a change, this statement must be signed by the registe agent. CM3S4 \ i. 1 'I Ti..1 File Number 1655-925-3 CP0379277 ^tate of Illinois Office of llu ^ecrttarg of &t9te Whereas, APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY OF IOWA ILLINOIS TAYLOR INSULATION CONTRACTINQ INC. INCORPORATED UNDER THE LAWS 07 THE STATE OF IOWA HAS BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. Now Therefore, 1, Jesse White, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. In totimonu thereof, 1 hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, at the City of Springfield, this 30TH day of ^ A.D. 2001 and of the Independence of the United States the two hundred and ___ 2 5TH . C-2J2.3 Secretary of State Form BCA-1 3.40 (Rev. Jan. 1999) Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-1837 http://www.sos.state.ilus Remit payment in check or money order, payable to "Secretary of State." APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY TO TRANSACTjU$IMESy*M#4U-INOIS "FlLtU MAY 30 2001 JESSE WHITE SECRETARY OF STATE PAID JUNO 7 2001 File* F 1655-925-3 SUBMIT IN DUPLICATE This space for use by Secretary of State . Date jV^O- 0/ Filing Fee Approved: $ 25.00 ^ 5X 1 (a) CORPORATE NAME: Taylor Insulation Co. SjS (b) If changed, NEW CORPORATE namf- Iowa Illinois Taylor Insulation Contracting Inc, (c) (Complete only if the new corporate name is not available in this state.) ASSUMED CORPORATE NAME:____________________________________________________________ (By electing this assumed name, the corporation hereby agrees NOT to use its corporate name in the transection of business in Illinois. Form BCA 4.15 is attached.) 2. (a) State or Country of Incorporation: Iova (b) If changed. Period of Duration:_________ 3. If changed. Purpose or Purposes proposed to be pursued in transacting business In this State: (If not sufficient space to cover this point, use reverse side or add one or more sheets of this size.) 4. This application is accompanied by a copy of the articles of Amendment to the Articles of Incorporation, if any, as evidence of any change of name, duration or purpose reported herein, such copy being duly authenticated by the proper officer of the state or country wherein the corporation is incorporated, which certification is not more than ninety (90) days old. The filing fee for the certified copy of the Articles of Amendment is $25 unless the amendment acts as a restatement of the Articles of Incorporation, in which case the filing fee Is $100. In the event the statutory change was effected in a merger, a certified copy of the merger is required, plus applicable fee. 5. The undersigned corporation has caused this statement to be signed by its duty authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. (All signatures must be in BLACK INK.) Dated. attested by ^ BflttlL leg*. (Type or Print Name and Title) Iowa Illinois Taylor Insulation Contracting bTSSIxact Name, (, Si,,gn_aJlire of Presidentw VfceJPresident) Robert L. Inghram, President (Type or Print Name end Title) CP0333B32 r^.BCA-14.35 (Rev. Jan. 1999) Jesse White Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782-6961 http://www.sos.state.il.us REPORT FOLLOWING MERGER OR CONSOLIDATION FILED MAY 3 0 2001 Remit payment in check or money order, payable to 'Secretary of State. ` JESSE WHITE SECRETARY OF STATE File# DO NOT SEND CASH DM Thl* for um fry /Scr*tvy of Stated Franchise Tax Filing Fee Penalty Interest $ f^' S 5.00_ $-- </ Lfi- Approved'S^''*' __ 1 CORPORATE NAME- Iowa Illinois Taylor Insulation Contracting I-oPAlD i 2. STATE OR COUNTRY OF INCORPORAT,,ION: Iowa ... 3. Issued shares of each corporation party to the merger prior to the merger: CorDoralion ______ Class________ Series________Par Value_________ Iowa-Illinois Thermal Common A $10.00 Insulation Contracting Inc. Tavlor Insulation Co. Common None $100.00___________ JUN 07 2001 . Number of Shares 10 ____________78.667 4. Paid-in Capital of each corporation party to tha merger prior to the merger: Corporation Tnwa-Tl11nnlfi Thermal TnRiilarfnn CnntrarMng, Trtr Tavlor Insulation Co. " .. .. ___Paid-in Capital s 100.00 ^ - s 74,939.00 ^ S S s 5. Description Of the merger: (Include effective date end a brief explanation of the conversion as stated in the plan of merger.) Effective Date: 6:05 p.m. CDT, June 30, 2000, Iowa-Illinois Thermal Insulation Contracting, Inc., an Iowa corporation, was merged into Taylor Insulation Co., an Iowa corporation authorized to do business in Illinois. Taylor Insulation Co. Is the arriving corporation. See attached addendum for description of the exchange of shares. ssued shares after merger: Class_______ __________Series Iowa-113 3 nof a Taylor Cnnmnn Inaalatlnn nonr.rarrlng^ -Inr- Par Value Sion.on Number of Shares -LO- Paid-in Capital of the surviving or new corporation: $ 975,100.00 ("Paid-in Capital* replaces the terms Staled Capital and Paid-In Surplus and is equal to the total of these accounts.) ITEM 8 MUST BE SIGNED The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. Dated _ .........19___________________ ______________ v pt^mth f Oax)^ - // (Year) attested by, (Signature Secretary) Lori Mizlo (Type or Print Name and Title) C20 2 Iowa Ittinois Taylor Insulation Contracting. (Exact Name of Corporation) (Signature of President or Vice President) Robert 1, Inghram, President________ (Type or Print Name and We) ADDENDUM TO FORM BCA-14.35 REPORT FOLLOWING MERGER OR CONSOLIDATION Iowa Illinois Taylor Insulation Contracting, Inc. Addendum to Item 5: Description of Exchan2e of Shares Due to Merger: At the Effective Date Midwest Thermal Insulation Incorporated shall retain the ccrtificate(s) representing 10 shares ofcommon voting stock issued and outstanding in IITI; provided, however, that such certificate(s) shall be exchanged for a certificate representing an equal number of shares in the Surviving Corporation. Midwest Thermal Insulation Incorporated shall immediately and simultaneously therewith issue 1,000,000 shares of its common voting stock to the sole individual shareholder ofTCI and the certificate representing all of the shares of TCI issued and outstanding shall thereupon be delivered to the Surviving Corporation for cancellation. I IN WITNESS WHEREOF.the undersigned corporation has caused this report to be executed in its name by its_ __President, attested by its. January ___19J73. .Secretary, this__ 6 th .day of .TAYLOR INSULATION CO. Place Corporate Seal Here 7n. ~ --------^Secretary-^Sp(As8istant-SecrsJAry/)-^--r.-- STATE OF ILLINOIS | S3. COUNTY OF-RQCK ISLAND;___ I the undersigned ________ a Notary Public, do hereby certify that on the_ 26th .day of_ January ______________________ _ A.D. 19.12 , personally appeared before me THOMAS N. TAYLOR _______who declares he isPresident of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that be signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. Place; Notarial *Sea)' "Here. ?: . V % -------------- \--=>. ' Notary Public Form BCA (97 l M ii. V w v9 s - i- aot o u s* Vv>) QM)l w oI rw o a o at Ml 14So s E2 ,2 3.8 JIfii. s liCO flu tto I Ml S g s a a,s oU ' o a .9 J[ |\S e d 8 S| I d- ^ c _5 DO r- < bO C v a 3 .a o O JZ * 60^3 -d S3 H <u c E-i t- R t- -<c- =a o i